amend4converdebenture.htm


    Exhibit
10.21

     

    AMENDMENT
NO. 4 TO

    7% SENIOR
SECURED CONVERTIBLE DEBENTURE

    SERIES
06-01C DUE MARCH 10, 2008

    


    Holder:   Professional
Offshore Opportunity Fund, Ltd.

    


    This Amendment Number 4 (“Fourth
Amendment”) to 7% Senior Secured Convertible Debenture Series 06-01C due March
10, 2008 (the “Debenture”), is entered into between Rim Semiconductor Company, a
Utah corporation (the “Company”) and the Holder named above.  Terms
not otherwise defined or amended herein shall have the meanings ascribed to them
in the Debenture.

    


    The Parties agree to amend certain
terms of the Debenture, as follows, effective as of June 19, 2008.

    


    
      	
               
      

            	
              1.

            	
              Maturity Date;
      Waiver.  Holder and the Company agree that the “Maturity
      Date” of the Debenture shall be July 10, 2008.  Holder agrees to
      waive any Event of Default that may have occurred or be deemed to have
      occurred prior to the date hereof that is related to or arises from the
      failure to pay amounts due under the
Debenture.

            


    

    


    
      	
               
      

            	
              2.

            	
              Consideration.  In
      consideration of Holder’s execution of this Fourth Amendment and extension
      of the Maturity Date to July 10, 2008, the Company agrees to pay Holder
      $15,000.00 on June 26, 2008.

            


    

    


    
      	
               
      

            	
              3.

            	
              Execution
      Date.  This Amendment and the terms contained herein
      shall be considered null and void if a copy of this Amendment executed by
      Holder is not received by the Company by mail, fax or email by 11pa,
      Pacific time, on June 23, 2008.  Contact information is set
      forth on the signature page hereto.

            


    

    


    This Amendment, the Debenture, and all
other written agreements between the Company and Holder set forth in full all of
the representations and agreements of the parties with respect to the subject
matter hereof and supersede all prior discussions, representations, agreements
and understandings between the parties with respect to the subject
hereof.  Except as expressly amended herein and as such amendment may
require additional amendment to specific terms and conditions, with such
amendment being deemed made hereby, all of the terms and provisions of the
Debenture, and all other documents and agreements between the Company and Holder
shall continue in full force and effect and the same are hereby ratified and
confirmed.  In connection with this Amendment and the transactions
contemplated hereby, each of the parties agrees to execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform its respective obligations
under this Agreement and the transactions contemplated hereby.

    


    [Signature
Page Follows]

    


     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of June 19, 2008.

    


    


    
      	 
      	
              HOLDER:

            
	 
      	
              PROFESSIONAL
      OFFSHORE

            
	 
      	
              OPPORTUNITY
      FUND, LTD.

            
	 
      	 
      
	 
      	
              By: 
      /s/ Howard
      Berger                                
      

            
	 
      	
              Name:
      Howard Berger

            
	 
      	
              Title: 
      Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              RIM
      SEMICONDUCTOR COMPANY

            
	 
      	 
      
	
              `

            	
              By: 
      /s/ Brad Ketch

            
	 
      	
              Brad
      Ketch

            
	 
      	
              President
      and Chief Executive Officer

            
	 
      	 
      
	 
      	
              Rim
      Semiconductor Company

            
	 
      	
              305
      NE 102nd
      Ave, Suite 350

            
	 
      	
              Portland,
      OR 97220

            
	 
      	
              Fax:  503.257.6622

            
	 
      	
              Email:
      BKetch@rimsemi.com